UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - April 27, 2007
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20388 36-3795742
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 East Northwest Highway, Des Plaines, IL 60016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 824-1188
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
OUTSIDE DIRECTORS' EQUITY PLAN, STOCKHOLDER ACTIONS
On April 27, 2007, at the Annual Meeting of Stockholders of Littelfuse,
Inc. (the "Company"), the stockholders approved the amendment, restatement
and renaming of the Littelfuse, Inc. Outside Directors' Equity Plan (the
"Directors Plan"), amended and restated effective as of April 27, 2007. The
text of the Directors Plan is incorporated herein by reference from Exhibit
A to the Company's Proxy Statement for Annual Meeting of Stockholders to be
held on April 27, 2007, dated March 22, 2007, and filed with the Securities
and Exchange Commission on March 22, 2007 (the "2007 Proxy Statement"). In
addition, the stockholders elected each of the six director candidates to
the Company's Board of Directors (the "Board") and ratified the appointment
of Ernst & Young LLP as the Company's independent auditors for the fiscal
year ending December 29, 2007, each as discussed in the 2007 Proxy
Statement.
(E) EXECUTIVE COMPENSATION
On April 27, 2007, at the Annual Meeting of the Board of Directors of the
Company, the Board established the stock option and performance share unit
awards under the Littelfuse, Inc. Equity Incentive Compensation Plan for
Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive
Officer of the Company, Mr. Philip G. Franklin, Vice President, Operations
Support and Chief Financial Officer of the Company, and each of the three
most highly compensated executive officers of the Company other than the
Chief Executive Officer and the Chief Financial Officer (the "Other
Executive Officers") for 2007, as set forth on Exhibit 99.2 hereto. The
form of Stock Option Agreement, including vesting provisions, and the form
of Performance Shares Agreement, including vesting provisions, pursuant to
which these awards have been made are set forth on Exhibits 99.3 and 99.4
hereto, respectively.
In addition, the form of Stock Option Award Agreement, including vesting
provisions, and the form of Restricted Stock Unit Award Agreement,
including vesting provisions, pursuant to which awards have been and will
be made under the Directors Plan are set forth on Exhibits 99.5 and 99.6
hereto, respectively.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Littelfuse, Inc. Outside Directors' Equity Plan (incorporated herein
by reference to Exhibit A to the Company's Proxy Statement for Annual
Meeting of Stockholders to be held on April 27, 2007)
99.2 Littelfuse, Inc. Summary of Executive Officer Compensation
99.3 Form of Stock Option Agreement under the Littelfuse, Inc. Equity
Incentive Compensation Plan
99.4 Form of Performance Shares Agreement under the Littelfuse, Inc. Equity
Incentive Compensation Plan
99.5 Form of Stock Option Award Agreement under the Littelfuse, Inc.
Outside Directors' Equity Plan
99.6 Form of Restricted Stock Unit Award Agreement under the Littelfuse,
Inc. Outside Directors' Equity Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LITTELFUSE, INC.
Date: May 2, 2007 By: /s/ Philip G. Franklin
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Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer
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